Portillo's (PTLO) Proxy Filing summary

Executive summary

• Entered into a cooperation agreement with Engaged Capital to identify and appoint a new director with recent restaurant operations experience to the board.

• Engaged Capital withdrew its director nominations and stockholder list demand for the 2025 Annual Meeting as part of the agreement.

• The agreement includes customary standstill and voting commitments by Engaged Capital, and reimbursement of up to $300,000 for their related expenses.

• The cooperation agreement will terminate before the 2026 annual meeting nomination deadline or 120 days before the first anniversary of the 2025 Annual Meeting, unless extended or terminated earlier under specific conditions.

• Forward-looking statements highlight ongoing efforts to drive traffic, improve margins, and deliver industry-leading unit economics.

Voting matters and shareholder proposals

• Engaged Capital will vote in favor of board-recommended director nominees and other matters, with exceptions for ISS recommendations and extraordinary transactions.

• Engaged Capital is subject to standstill restrictions, including not submitting director nominations or shareholder proposals until the agreement's termination.

Board of directors and corporate governance

• The board and Engaged Capital will jointly identify a new director with relevant restaurant industry experience, subject to approval by the Nominating Committee and the board.

• The new director will be appointed to at least one board committee and considered for others as any independent director.

• If the new director cannot serve before the agreement's termination, a replacement will be jointly identified, provided Engaged Capital maintains a minimum ownership threshold.